Common use of Allocation of the Final Purchase Price Clause in Contracts

Allocation of the Final Purchase Price. (a) The Final Purchase Price (including for purposes of this Section 2.10 the amount of the Assumed Liabilities and all other costs properly capitalized as part of the purchase price for U.S. federal income Tax purposes and referred to herein as the “Section 1060 Purchase Price”), shall be initially allocated as between each holding of Shares in each of the Acquired Companies other than Cibramed, each “applicable asset acquisition” within the meaning of Code section 1060(c) comprising the Purchased Assets (treating the shares of Cibramed, a disregarded entity for U.S. tax purposes, as an applicable asset acquisition for purposes of this Section 2.10), the Product License, and any other item whose purchase consideration is included in the Section 1060 Purchase Price, pursuant to the U.S. Treasury Regulations promulgated under Code sections 338(b)(5) and 1060, as applicable. Thereafter, the portion of the Section 1060 Purchase Price allocated to each applicable asset acquisition shall be further allocated as between each class of assets within each such applicable asset acquisition pursuant to the U.S. Treasury Regulations promulgated under Code sections 338(b)(5) and 1060, as applicable. (b) The allocations described in Section 2.10(a) (collectively, the “Initial Allocation”) shall be prepared by Buyer and delivered to Seller for its review and comment within 90 days after the date on which the Final Purchase Price becomes final and binding. Buyer shall consider any reasonable comments made by Seller within 20 days after the delivery of the Initial Allocation to Seller. The term “Final Allocation” refers to the Initial Allocation as altered as per the procedures of this Section 2.10(b). Any subsequent adjustments to the Section 1060 Purchase Price shall be reflected in amendments made by Buyer to the Final Allocation, which Buyer shall deliver to Seller.

Allocation of the Final Purchase Price. (a) The Seller and Buyer agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Final Purchase Price (including for purposes of this Section 2.10 the amount of the Assumed Liabilities and all other costs properly capitalized as part of the purchase price for U.S. federal income Tax purposes and referred to herein as the “Section 1060 Purchase Price”), shall be initially allocated as between each holding of Shares in each of the Acquired Companies other than Cibramed, each “applicable asset acquisition” within the meaning of Code section 1060(c) comprising the Purchased Assets (treating the shares of Cibramed, a disregarded entity for U.S. tax purposes, as an applicable asset acquisition for purposes of this Section 2.10), the Product License, and any other item whose purchase items that are treated as additional consideration is included in for Tax purposes among the Section 1060 Purchase PriceTransferred Assets, pursuant the Straight Trade Credits, and the Purchased Equity Interests (and to the U.S. Treasury Regulations promulgated under Code sections 338(b)(5) and 1060, as applicable. Thereafterextent required or permitted by applicable Tax Law, the portion of underlying assets held by the Section 1060 Purchase Price allocated to each applicable asset acquisition shall be further allocated as between each class of assets within each such applicable asset acquisition pursuant to Purchased Companies) in accordance with the U.S. Treasury Regulations promulgated under Code sections 338(b)(5) and 1060, as applicable. methodology set forth on Exhibit C attached hereto (b) The allocations described in Section 2.10(a) (collectively, the “Initial AllocationAllocation Schedule”) shall be prepared by Buyer and delivered to Seller for its review and comment within 90 Tax purposes. No later than sixty (60) days after the date on which the Final Purchase Price becomes final and binding. Buyer shall consider any reasonable comments made by is finally determined pursuant to Section 2.5, Seller within 20 days after the delivery of the Initial Allocation to Seller. The term “Final Allocation” refers to the Initial Allocation as altered as per the procedures of this Section 2.10(b). Any subsequent adjustments to the Section 1060 Purchase Price shall be reflected in amendments made by Buyer to the Final Allocation, which Buyer shall deliver to Buyer a proposed allocation of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes as of the Closing Date determined in a manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (“Seller’s Allocation”). If Buyer disagrees with Seller’s Allocation, Buyer may, within thirty (30) days after delivery of Seller’s Allocation, deliver a written notice (the “Buyer’s Allocation Notice”) to Seller to such effect, specifying those items as to which Buyer disagrees and setting forth Buyer’s proposed allocation. If the Buyer’s Allocation Notice is duly delivered, Seller and Buyer shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes. If Seller and Buyer are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller and Buyer. Any allocation of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Allocation Schedule. The allocation, as prepared by Seller if no Buyer’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Buyer or as determined by the Independent Accounting Firm in accordance with the immediately preceding sentence (the “Allocation”), shall be conclusive and binding on the Parties for Tax purposes. (b) Neither Seller nor Buyer shall (and shall cause their respective Affiliates not to) take any position inconsistent with the Allocation on any Tax Return except to the extent required in connection with the resolution of a Canada Revenue Agency or an Internal Revenue Service audit or other similar Tax proceeding, in which case such Party shall promptly notify the other Party in writing of the position reflected on such amended Tax Return.

Allocation of the Final Purchase Price. Within ninety (a90) The days following the final determination of the Final Purchase Price, Buyer shall provide to Seller a schedule allocating the Final Purchase Price (including for purposes of this Section 2.10 the amount of and the Assumed Liabilities and all other costs properly capitalized that are liabilities for Tax purposes (the “Tax Purchase Price”) among the Transferred Equity Interests (or, if the applicable Transferred Subsidiary is disregarded as part of the purchase price an entity separate from its owner for U.S. federal income Tax purposes purposes, such Transferred Subsidiary’s assets) and referred to herein as the Transferred Assets (the “Section 1060 Purchase PriceAllocation Schedule”), which shall be initially allocated as between each holding used for all applicable U.S. federal and state income Tax purposes. The Allocation Schedule will be prepared in accordance with the applicable provisions of Shares the Code and the Treasury Regulations thereunder, subject, in each of the Acquired Companies other than Cibramedcase, each “applicable asset acquisition” within the meaning of Code section 1060(c) comprising the Purchased Assets (treating the shares of Cibramed, a disregarded entity for U.S. tax purposes, as an applicable asset acquisition for purposes of this Section 2.10), the Product License, and any other item whose purchase consideration is included in the Section 1060 Purchase Price, pursuant to the U.S. Treasury Regulations promulgated under Code sections 338(b)(5allocation principles as reflected on Exhibit G. If Seller disagrees with Xxxxx’s proposed Allocation Schedule, Seller may, within thirty (30) days after delivery of Buyer’s proposed Allocation Schedule, deliver a notice (an “Allocation Objection Notice”) to Buyer which shall specify those items as to which Seller disagrees and the reasons therefore and setting forth Seller’s proposed Allocation Schedule. If an Allocation Objection Notice is duly and timely delivered, Seller and Buyer shall, during the thirty (30) days immediately following such delivery, consult in good faith and use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to agree upon a final Allocation Schedule, in which case Buyer and Seller shall file all Tax Returns in a manner consistent with such Allocation Schedule. If Seller and Buyer are unable to reach such agreement, then Seller and Buyer shall refer the matter to the Accounting Firm for final resolution consistent with the procedures in Section 1.2(c) and 1060, in accordance with Exhibit G. The allocation as applicable. Thereafter, the portion of the Section 1060 Purchase Price allocated to each applicable asset acquisition shall be further allocated as between each class of assets within each such applicable asset acquisition pursuant to the U.S. Treasury Regulations promulgated under Code sections 338(b)(5) and 1060, as applicable. so finalized (b) The allocations described in Section 2.10(a) (collectively, the “Initial Final Allocation”) shall be prepared by Buyer and delivered revised from time to Seller for its review and comment within 90 days after the date on which the Final Purchase Price becomes final and binding. Buyer shall consider time to appropriately take into account any reasonable comments made by Seller within 20 days after the delivery of the Initial Allocation to Seller. The term “Final Allocation” refers to the Initial Allocation as altered as per the procedures of this Section 2.10(b). Any subsequent other adjustments to the Section 1060 Tax Purchase Price made pursuant to this Agreement, and Buyer shall deliver to Seller an amended Final Allocation reflecting any such revisions. The Parties shall file, or cause to be reflected in amendments made by Buyer to filed, all Tax Returns consistent with the Final Allocation, which Buyer including as amended (if applicable), and no Party shall deliver to Sellertake any Tax position inconsistent with such Final Allocation.